Trans Canada Gold increases private placement

Executive Summary

• Trans Canada Gold Corp. announced a $500,000 non-brokered flow-through private placement for drilling at its Harrison Lake District Scale Gold Property, in addition to a previously announced $1.5 million non-brokered private placement (NFT).
• The flow-through offering consists of 2,777,777 units priced at 18 cents per unit, with net proceeds designated for eligible Canadian exploration expenditures (drilling) at the Harrison Lake project, renounced for the 2026 tax year.
• The combined financings include an overallotment option, bringing total potential gross proceeds to $2.8 million, with closing expected by mid-March 2026.

Key Details

• Flow-Through Unit Offering:
  • Size: 2,777,777 flow-through units.
  • Price: 18 cents per FT unit.
  • Gross Proceeds: Up to $500,000 (exclusive of warrant exercise proceeds).
  • Structure: Each unit consists of one flow-through common share and one-half of one share purchase warrant.
  • Warrant Terms: Each whole warrant exercisable into one non-flow-through common share at $0.30 per share for two years from issuance.
  • Use of Proceeds: Eligible Canadian exploration expenditures (drilling) at the Harrison Lake gold project area in southwestern British Columbia; expenditures renounced for the 2026 tax year.
  • Finder’s Fee: 6% of gross proceeds payable to arm’s-length parties; up to $500,000 expected to be placed through such parties.
  • Insider Participation: Management and directors may participate up to a maximum of $100,000.
• Non-Brokered Private Placement (NFT) Offering (Previously Announced Feb. 4, 2026):
  • Size: 10 million units (plus 1.5 million units under overallotment option).
  • Price: 15 cents per unit.
  • Gross Proceeds: Up to $1.5 million (plus $225,000 under overallotment).
  • Structure: Each unit consists of one common share and one common share purchase warrant.
  • Warrant Terms: Each warrant exercisable at $0.30 per share for three years from issuance.
  • Finder’s Fee: 6% cash fee plus finders' warrants equal to 6% of units sold (warrants exercisable at $0.30 for three years).
  • Use of Proceeds:
    • Due diligence and acquisition costs: $100,000 ($50,000 due diligence, $50,000 initial acquisition costs payable to Bear Mountain Gold Mines).
    • Year 1 exploration expenditures: $600,000.
    • Reserve for Year 2 exploration and acquisition costs: $600,000.
    • General working capital: $200,000.
  • Year 1 Budget Breakdown:
    • Upgrading core logging facility: $25,000.
    • Underground rehab and drill site prep: $100,000.
    • Minimum 1,000 metres of underground drilling: $150,000.
    • ATV trail and drill road upgrades: $50,000.
    • Minimum 500 metres Hill zone and Portal zone: $75,000.
    • Equipment rentals and consumables: $50,000.
    • Drill program supervision, assaying, and reporting: $50,000.
    • Contingency: $100,000.
• Overallotment Option:
  • 15% overallotment option applies to both offerings.
  • Additional NFT units: 1.5 million for up to $225,000.
  • Additional FT units: 416,667 for up to $75,000.
• Regulatory and Legal Terms:
  • Hold Period: Four-month hold period from date of issuance for all securities under both offerings.
  • Closing: Expected by mid-March 2026.
  • Exemptions: Conducted under prospectus exemptions (including B.C. Instrument 45-534 for existing shareholders and 45-536 for investment dealers).
  • Existing Shareholder Limit: Maximum investment of $15,000 per 12-month period unless independent advice is obtained.

Notable Quotes

• No direct quotes from the CEO/President were included in the provided text.